The software firm’s legal head shares his unique viewpoint after a temporary stint as chief executive.
Tom Kilroy stands out in several notable regards from the ranks of prominent general counsel (GC). For one, the down-to-earth legal head of software firm Misys is one of a very select band of senior in-house counsel who have turned to social media as a means of communicating with peers.
As such, his ‘GC’s Eye View’ blog has built a considerable audience on the back of witty pieces on the realities of legal practice and the management of an in-house team, though work pressures have meant that in recent months Kilroy has turned more to commenting on the legal industry via Twitter, where he has amassed well over 2,000 followers.
In contrast to the stiflingly corporate attempts to deploy online communications tools by most commercial law firms, Kilroy’s writing comes across as genuinely engaging and accessible, even when discussing technical subjects like confidentiality and corporate governance.
| Career | |
|---|---|
| 1994 | Trainee solicitor, Farrer & Co |
| 1996 | Solicitor, Hammond Suddards |
| 1998 | Senior attorney (IP), Hasbro |
| 2001 | General counsel, EMEA, GE Healthcare (a division of the General Electric Company), and with Amersham (acquired by GE in 2004) |
| 2009 | Executive vice president, general counsel and company secretary for Misys (also acted as chief executive for four months before its sale and delisting on 1 June 2012) |
| Misys key facts | |
| Legal team | 12 lawyers |
| Legal spend | £3m |
| Preferred firms | Allen & Overy, Greenberg Traurig, Pinsent Masons, Slaughter and May |
And just as unusual as a senior lawyer with a genuine affinity for social media, Kilroy joined an even more exclusive club when he stepped up from his role as GC to become chief executive of Misys on an interim basis in February 2012 – one of the very rare examples of a European GC taking on the top role.
There were added complications apart from the pressures of running a FTSE 250 company, as Misys was navigating its way through a £1.27bn takeover by US private equity house Vista Equity Partners, which completed last summer and took the company private. Kilroy was to take the company through the deal and serve for four months before handing over to the incoming Bret Bolin (Misys’ website unusually lists Kilroy as one of its primary executives alongside Bolin, its chief operating officer and chief financial officer). One external adviser to Misys asserts that Kilroy’s run as makeshift chief executive at a turbulent point helped to ‘save’ the company.
Reflecting on the overall experience, Kilroy stresses the importance of managing risk, because ‘what the chief executive is thinking about is very different from what the legal department is worrying about’. In hindsight, was it a good temporary move? ‘Absolutely,’ he says.
He first joined Misys in August 2009 after an approach from a headhunter at a time when the specialist provider of banking software was in the red, posting losses of £3.6m, reflecting pressure on its core customer base. Amid a scramble of takeover bids that led to the resignation of then-head Mike Lawrie, two and a half years later Kilroy was thrust into the chief executive role. He laughs as he recalls that he did ‘no legal work’ as chief executive and delegated all legal matters within the first 24 hours of taking the job.
Kilroy qualified as a lawyer in the City but has spent most of his career in US multinational and UK public companies, managing their regulatory and litigation
risks. Prior to joining Misys he spent eight years in the health sector with GE Healthcare (a division of the General Electric Company),
and with Amersham, which was acquired by GE in 2004. He held roles of increasing seniority, rising to become EMEA GC for a business with revenues of $5bn. He is full of praise for the training he received at the company, long regarded globally as being at the cutting edge of in-house governance, commenting: ‘GE did courses in things like management and how companies work financially. Personally, I found this enormously beneficial.’
Previously, Kilroy had worked as an intellectual property (IP) lawyer for Hasbro, helping the company to develop transactional IP strategies. He started his legal career, somewhat incongruously, as a trainee at the Queen’s law firm, Farrer & Co, an old school firm in which it is hard to imagine the informal Kilroy fitting in easily, before moving to Hammond Suddards for several years ahead of the Hasbro move. There is no doubt that he prefers working in-house.
He comments: ‘The interesting thing about working in-house is bringing your legal skills to bear on trying to make a success but also a sustainable success. Part of that is that it is built on a strong foundation.’
Aside from his commercial grounding at GE, Kilroy also benefited from the wider horizons common to many IP practitioners, who often reach the law via another technical route. In Kilroy’s case it was studying metallurgy at Oxford, a path that he chose not to pursue after graduation because, he jokes, a tutor said he was ‘too argumentative’.
“The interesting thing about working in-house is bringing your legal skills to bear on trying to make a success but also a sustainable success.”
At Misys, which employs 5,000 staff worldwide, Kilroy leads a team of 12 lawyers (ten are in the UK, one is in the US and another is in Hong Kong). Over the past three years, weekly meetings have focused often on transactions and the takeover bids that Misys has attracted, but this is set to change. Kilroy comments: ‘For the next couple of years, we are concentrating on delivering products well, and less thinking about reshaping the whole company.’
This is an enjoyable part of the job, but the biggest challenge is the expectation of getting transactions done at tremendous speed. One of these was the sale of Misys’ healthcare business in 2010 and involved six months of ‘intensive work’. Still, Kilroy describes such work situations as ‘very pressurised, but enormously fun’.
Misys has a core number of law firms with whom it has well-established relationships, including Allen & Overy, Slaughter and May, Greenberg Traurig and Pinsent Masons. Much of its external work over the past 18 months has involved these firms, although there are additional advisers in France and China where Misys has ‘broad’ relationships.
Unsurprisingly, Kilroy is primarily looking for a long track record in the specialist areas in which his advisers are instructed. ‘Some questions we ask are unusual,’ Kilroy observes. A&O and Slaughters act as lead counsel to the firm, with Pinsents typically deployed on a range of employment and technology work. Greenberg is well ensconced for IP work in the US.
In many regards Kilroy has come to represent the emergence of a new breed of progressive GC: an open, early adopter who is as comfortable with commerce and technical matters as black letter law. It is a considerable shift from earlier notions of the GC as the head of a narrowly driven support function well hidden beneath a corporate façade.
A&O head of corporate and commercial disputes Joanna Page sums up the basis for Kilroy’s high profile: ‘Tom… is very media savvy but approachable and sensible. The fact that he had to be acting chief executive for a while at a tumultuous time for the company also gives him enormous credibility.’